Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Green Equity Investors V, L.P.
  2. Issuer Name and Ticker or Trading Symbol
Container Store Group, Inc. [TCS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
11111 SANTA MONICA BOULEVARD, SUITE 2000
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2015
(Street)

LOS ANGELES, CA 90025
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01               20,952,262 (1) (2) (3) (4) D  
Common Stock, par value $0.01               6,285,164 (2) (3) (5) (6) D  
Common Stock, par value $0.01               269,118 (2) (3) (7) (8) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 18               (9) 10/31/2023 Common Stock 40,808   40,808 I See Footnote. (10)
Stock Option (Right to Buy) $ 21.53               (11) 10/27/2024 Common Stock 30,396   30,396 I See Footnote. (12)
Stock Option (Right to Buy) $ 17.28 08/03/2015   (13) A   35,463     (14) 08/03/2025 Common Stock 35,463 $ 0 (15) 35,463 I See Footnote. (16)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Green Equity Investors V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025
  X   X    
Green Equity Investors Side V, L.P.
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025
  X   X    
TCS Co-Invest, LLC
11111 SANTA MONICA BLVD.
SUITE 2000
LOS ANGELES, CA 90025
  X   X    
GEI Capital V, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025
  X   X    
Green V Holdings, LLC
11111 SANTA MONICA BOULEVARD
SUITE 2000
LOS ANGELES, CA 90025
  X   X    
LEONARD GREEN PARTNERS LP
11111 SANTA MONICA BLVD
STE 2000
LOS ANGELES, CA 90025
  X   X    
LGP MANAGEMENT INC
11111 SANTA MONICA BLVD
STE 2000
LOS ANGELES,, CA 90025
  X   X    

Signatures

 /s/ Lance J.T. Schumacher as attorney-in-fact for Jonathan D. Sokoloff, Manager of GEI Capital V, LLC, the general partner of Green Equity Investors V, L.P.   08/05/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") held directly by Green Equity Investors V, L.P. ("GEI V").
(2) GEI V is the direct owner of 20,952,262 shares of Common Stock of the Issuer. Green Equity Investors Side V, L.P. ("GEI Side V") is the direct owner of 6,285,164 shares of Common Stock of the Issuer. TCS Co-Invest, LLC ("TCS") is the direct owner of 269,118 shares of Common Stock of the Issuer (together with GEI V's and GEI Side V's Common Stock, the "Shares"). GEI Capital V, LLC ("GEIC") is the general partner of GEI V and GEI Side V. Green V Holdings, LLC ("Holdings") is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI V and GEI Side V, the manager of TCS, and an affiliate of GEIC and Holdings. LGP Management, Inc. ("LGPM") is the general partner of LGP.
(3) GEI Side V, as an affiliated entity of GEI V, TCS, as an affiliated entity of GEI V, LGP, as the management company of GEI V and GEI Side V, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as the limited partner of GEI V and GEI Side V directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares (in the case of GEI Side V, GEI V's Shares and TCS's Shares, in the case of GEI V, GEI Side V's Shares and TCS's Shares, and in the case of TCS, GEI V's Shares and GEI Side V's Shares) owned by GEI V, GEI Side V, or TCS and, therefore, a "ten percent holder" hereunder.
(4) Each of GEI Side V, TCS, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
(5) Represents shares of Common Stock held directly by GEI Side V.
(6) Each of GEI V, TCS, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
(7) Represents shares of Common Stock held directly by TCS.
(8) Each of GEI V, GEI Side V, LGP, LGPM, GEIC, and Holdings disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.
(9) The options reported on this row are fully vested.
(10) The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Mr. Sokoloff and Mr. Flynn each holding 13,603 of such options and Mr. Galashan holding 13,602 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.
(11) Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment vested on August 2, 2015; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the date of the second annual meeting of the Issuer's stockholders (any annual meeting of the Issuer's stockholders, an "Annual Meeting") following October 27, 2014 (the "First Grant Date") and (y) August 4, 2016; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the First Grant Date and (y) August 4, 2017.
(12) The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 10,132 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.
(13) Not applicable.
(14) Subject to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan's continued service through each such vesting date, the options reported on this row shall vest and become exercisable in three equal installments as follows: (i) the first installment shall vest on the earlier of (x) the day immediately preceding the date of the first Annual Meeting following August 3, 2015 (the "Second Grant Date") and (y) August 3, 2016; (ii) the second installment shall vest on the earlier of (x) the day immediately preceding the second Annual Meeting following the Second Grant Date and (y) August 3, 2017; and (iii) the third installment shall vest on the earlier of (x) the day immediately preceding the third Annual Meeting following the Second Grant Date and (y) August 3, 2018.
(15) Granted as compensation for services.
(16) The options reported on this row were granted to Jonathan D. Sokoloff, Timothy J. Flynn, and J. Kristofer Galashan in respect of their service on the Issuer's board of directors for the benefit of LGP, with Messrs. Sokoloff, Flynn, and Galashan each holding 11,821 of such options. Each of Messrs. Sokoloff, Flynn, and Galashan disclaims beneficial ownership of such options, except to the extent of his pecuniary interest therein. LGP directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of such options.
 
Remarks:
GEI V may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, by reason of  its right to nominate three persons to serve on the board of directors of the Issuer in accordance with the terms and conditions of a securities purchase agreement dated as of August 15, 2007, as amended, by and among the Issuer, GEI V, GEI Side V, and TCS.  In addition to disclosing the transactions reported herein, this Form 4 corrects a rounding error in Row 2 of Table I in the original Form 4 filed on October 29, 2014.

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